Twists and Turns
by Dragoncl
Summary: When the gang is accidently transported to another galaxy, they must find a way to get home before the DNAliens attack, but not everything is as it seems and there are darker forces at work that could change the world as we know it. AF pre-WotW
1. Chapter 1

This story is set after the first season of Ben 10 Alien Force so possible spoilers if you haven't seen the series, which I suggest you do because it's awesome. I just finished the series yesterday and just had to write something. Anyway, this is the first time I've _ever_written for this fandom so please feel free to tell me if the characters are OOC. Constructive criticism is always appreciated.I hope you enjoy it.

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**EDIT:** Hey! Sorry. Just correcting my horrible grammar and typing. I also changed the timeline so it's now set before War of the Worlds. I also decided to rewrite this since the last few chapters killed my inspiration. I hope you guys enjoy!

Ben 10 belongs to Man of Action

* * *

"Time is the cruelest teacher;

first she gives the test, then teaches the lesson."

_Unknown_

* * *

Twists and Turns

"Benjamin Tennyson! I don't know what you're doing up there, but if it doesn't stop in two seconds, I'm going to come up there and find out!"

"R... right! Sorry, Mo.... ack! Sorry, Mom!" There was a dull thud and the chandelier hanging over the dining table shook, dust drifting down as it was disturbed. The fifth crash of the afternoon made Sandra Tennyson winced and send a glare at the ceiling. There was a yelp of surprise and the house shook.

"Ben?" The house was eerily quiet. Brow furrowed, the middle-aged woman glanced up at the ceiling again. Her mother instincts had been gnawing at her this entire day. Her son was up to something. The noises coming from his room had started early this morning and he hadn't left his room except to quickly get breakfast and go to the bathroom. "Ben?"

He had made up some lame excuse about weight lifting or something before closing the door in her face when she had tried to see what was going on. Carl had written it off as 'teenager attitude' and let it drop. That didn't calm her nerves though. If she found out her husband knew what was going on with her baby she would throttle both of them. Right now, she was too worried about the sudden silence that had fallen over the house to think about punishing the two men of the house.

The chopping knife in her hand stilled and she gently placed it next to the potatoes she had been cutting. Straining her senses, she tried to detect any sign telling what the teenaged boy was doing upstairs. Nothing. Complete silence. Biting her lip, she wiped her hands on a rag on the counter and stood in the doorway, looking up the stairs. "Ben? Are you okay?" Silence. Chills raced up her spine "Honey?"

The stairs squeaked as she carefully crept up them, the sound resounding through the lifeless house. Her son's door was still closed when she turned into the hallway. Hesitating, she slowly turned the knob. "Ben?" The door swung open. "Ben!"

The room was a disaster area. His mattress was hanging off the side of his bed, the sheets nowhere to be found. His desk was tipped over, contents spilling over the floor. Clothes, comic books and other various items were strewn over everything. There were dents and holes in the wall, insulation poking through the holes. The light wallpaper was scorched and peeling, a few pieces still smoking. The window's glass was shattered, large shards littering the floor near the pane. The thing that caught Sandra's eyes was the gaping hole on the far wall....

...and the absence of her son.

* * *

The sun was beginning to set as the green muscle car pulled off the pavement and bounced along the dirt road. A few minutes along the bumpy road and the car pulled over into the soft grass. The dying sun reflected off the glasslike surface of the lake and highlighted the foliage surrounding the hidden body of water with an orange light. Crickets began their crescendo as the temperature dropped and night fell. An owl screeched in the forest as it attacked whatever was unfortunate enough to become its prey.

The car's doors slammed shut in irritation, resounding throughout the secret clearing. "Ben better have a good excuse for this. That pathetic excuse for a road is destroying my suspension."

"Forget about the stupid car for once, Kevin! Can't you concentrate on more important things?"

"Like what?" The smaller of the two turned on the taller, waving her hand irritably in between them.

"Oh? I don't know. How about Ben? If you haven't noticed, something's definitely wrong with him." Kevin scoffed and leaned against his car.

"The dweeb's always had something wrong with him." Gwen didn't answer and just stared out at the lake, lip wedged nervously between her teeth. Sighing, the sixteen year-old pushed off the car and placed a comforting hand on the girl's shoulder. "Don't worry about him. Ben can take care of himself." Vibrant green eyes glanced back at him.

"Why did he run away then? Why didn't he leave a note? Why did it look like a bomb had gone off in his room? Why did he ask us to not tell anyone where he was?"

"We're never going to find out just sitting here now are we? Let's go find him so we can get home. This may be a shock, but I didn't sign up for this just so I could stay up all night as your chauffeur." Gwen shot a glare over her shoulder, and pulled away from him, stomping over to the shore of the lake. Sighing in exasperation, the black-haired teen scowled and slowly followed. "Great job, Levin."

The redhead stopped on the decaying dock and looked around at the surroundings. Finding nothing, she pulled a piece of cloth from her pocket and held it in her hand. Kevin stood patiently behind her, watching as pink light engulfed the cloth and shone from his companion's eyes. A second passed before the light faded and the girl sighed. "Any luck?"

The young Anodite shook her head. "I can sense him, but I can't pinpoint his position. Something's interfering." The hand holding the fabric clenched. "I don't get it. This has never happened before. I've always been able to find Ben."

"I guess we've got to do this the old fashioned way then." The tall teen stomped off, leaving Gwen watching in confusion. The boy looked back at her and grinned. Cupping his hands around his mouth, he leaned back to project his voice."Yo, Tennyson! You better come out now or you can stay out here all night!" The Anodite glared at him, arms akimbo.

"Oh yeah! 'Cause that's going to..." She stopped as the bushes on the far side of the lake rustled. "...work. Ben? Ben, what's going on?" The rustling continued and something jumped out of the shrubs. The large stingray-like creature shot out above the water. The yellow wings inflated as they caught the air currents and shot the creature into the air toward them. Pulling up before it could hit the two, a green light flashed and the alien's body shifted.

Grunting as he landed, Ben crouched before them. "Ben, what..." The brunette motioned for his cousin to be quiet and glanced back at where he had appeared out of the forest. Warily standing up, he smiled apologetically at his companions.

"Sorry for all the secrecy guys, but I don't know what to do." His voice was so low, Kevin and Gwen found themselves leaning in to hear him.

"What the hell are you talking about man? Mind telling us why you've gone AWOL?"

"Shhh, Kevin! It might hear you! Ugh!" Something small and furry slammed into the boy's back. He grunted from the impact and couldn't catch himself before he was thrown to the ground. His friends blinked and stared at the thing that had knocked him down.

"Aw! It's so cute!" Ben glared at her and aimed a backhand at the thing on his back. It just jumped over the swing though, slamming the boy's face into the ground when it landed.

"Seriously dude? This is your big emergency? This little guy?"

The creature was a mix between a dragon and a cat. It's body was lithe and shaped like a dragon's, wings held close to its body and long claws on its feet. Instead of scales, its body was covered in a white and brown fur and its flexible tail flicked the air. It's hazel eyes, set in a heart shaped face, were bright and intelligent as it watched the group around it. Small cat-ears twitched in irritation.

"It wasn't so little a while ago. Can you please get off!" The cat jumped at the anger in his voice and skittered off the fallen teen. It moved under the shade of the tree and sat, watching Ben as he stood up. Brushing the dirt and grass off himself, the brunette looked at his companions.

"Thanks for coming. I need your help."

"With this little guy?" Gwen kneeled down and stroked the creature's spine. Something akin to a purr reverberated through its body. The redhead giggled and continued her ministrations. "He seems completely harmless."

"Did you take your medicine today, Tennyson, because you're starting to sound like you've lost it."

"I'm serious, guys!"

"Uh-huh. Sure." Kevin crossed his arms over his broad chest and quirked an eyebrow. "I highly doubt that thing could hurt a fly." A contented purr seemed to testify to the statement. Ben sent a glare toward the alien.

"Oh really? Then how do you explain what happened to my room? You saw what happened to it?" The brunette straightened, trying to match his height with the older boy's. His green eyes burned as he glared at his temporary ally.

"This coming from the guy who has a watch full of aliens on his wrist and is known for causing mass destruction," Kevin taunted, using his height to tower over the Omnitrix- wielder. Ben didn't back down, the line between his brows deepening.

"What are you trying to say Kevin? That I destroyed half my room and dragged myself out here just for fun?"

"Will you two just quit it? I'm sick of your fighting." A feral growl from behind her accented her anger. She stood up and stalked over to the two, pushing them apart. "Kevin, you're not helping. If you're going to nothing but fight with Ben then leave." Kevin took a step back from her ire. Ben smirked and crossed his arms smugly over his chest. Gwen noticed and turned her anger on her cousin. "And you!" The smirk faded and the boy backed up, hands held up in defense.

"Do have any idea how worried we've been? You're mom and dad are near hysterical with worry. What were you thinking? No note; no sign that you were even okay! Your mom called my house in tears! This better not be some stupid prank Benjamin or I'll make you wish you really were in trouble." In the middle of her rant, the girl's eyes had begun to glow dangerously, her hand hitting her cousin in his chest to show her frustration.

There was an angry growl and the alien jumped onto Ben's shoulder, tail wrapped around his neck, and bared its fangs at Gwen. The girl gasped and Kevin instantly pulled her behind him. Ben held his hand up to stop it from doing anything. When it calmed down, he turned to the wary teens. "Told ya."

"Maybe you should explain what's been going on, Ben." Kevin glanced quickly over his shoulder as the girl spoke, but mostly kept his gaze glued on the creature. The brunette sighed and nodded. Sitting down, he removed the alien from his shoulder and placed it next to him. It stretched and stalked off into the brush.

"What is that thing?"

"I don't know. I woke up this morning and it was in my room, just looking at me." The Omnitrix- wielder winced at the memory. "I'm pretty sure it's not from Earth. Though, I must have gone through all of Grandpa's records looking for it, and it's not in any of them. I tried to get it to talk, but I don't think it understood anything I said." He glanced over his shoulder as the creature reappeared, licking its lips. "Then the Omnitrix started to act up and was making all these weird sounds. I couldn't get it to shut up." His hand subconsciously landed on the watch. "Then that thing just started to freak out. It kinda... grew and just started thrashing around." Ben winced again. "It can breath fire or something like it at least. It's strong too. It tore a hole in my wall, grabbed me, and brought me here without even breaking a sweat. I've tried to leave, but it won't let me. It was only a coincidence I had a plumber's badge with me so I could contact you guys."

"Why didn't you want us to tell your parents? They would want to know you're safe. It's not right to make them worry." Gwen tilted her head to the side, observing her cousin as he answered her.

"And tell them what? They already have problems with me fighting the DNAliens. I think they'd freak if they found out some alien attacked me at home."

"But Ben...."

"He's right Gwen. We need to figure this out before we break it to them. The last thing we need is Ben getting grounded again." His dark eyes met hers and she sighed.

"How do you plan to explain this then?" Ben shrugged hopelessly. The creature gently nuzzled his hand and looked at him. He smiled weakly down at it. It seemed content and curled up next to him. Gwen hid a chuckle behind her hand as it began to purr.

"I don't know. That's why I need your help."

"It's just some weird alien cat. Why don't we just lock it up?" Ben glared at the older boy and the small creature jumped to its feet and snarled. Kevin scowled at. "What's wrong with it now?

"How should I know? I thought you were the alien expert. Haven't you seen anything like this before?" The sixteen year-old frowned and shook his head.

"If I had, I wouldn't have to ask you now would I, genius?" A smirk spread across his face as the brunette scowled.

"You know what Kevin, I've had en...." A high pitched whine interrupted the boy and everyone looked at the Omnitrix.

"Ben!" The two boys whipped around to see what had terrified the redhead. The alien cat roared and leapt in front of the three teens. Its back arched and its fur stood up. Across the lake, two cloaked humanoid figures stood in the shadows of the trees, watching the group. Energy flared on Gwen's hands. Ben stood up, glaring at the sudden appearances.

"Who are you? What are you doing here?" The figures didn't answer, but the cat continued to hiss at them, talons digging furrows in the earth. There was a second of silence as the two groups stared each other down.

The tree behind Kevin groaned as the teen slammed into it. There was a sharp crack as his head hit the solid wood.

"Kevin!" The figure who had hit Kevin turned to Gwen. A pink shield jumped up between them as the figure threw itself at her. It hit the barrier and screeched an animalistic howl as it was rebounded. The redhead winced and threw an energy orb at it. A bony arm tossed the projectile away and the figure jumped at the girl.

"Gwen!" The girl quickly put up a shield, but the second figure came at her from behind and slashed at her back. With a cry of pain and surprise, the Anodite fell, blood staining the back of her shirt. Ben reached out for her, but the cat snarled at him and jumped in front of him. Growling at the creature, he twisted the dial on the Omnitrix. It beeped and glowed.

The figures screeched and jumped at him. Slick, bony fingers wrapped around his wrist and tugged his hand away from the watch. A second pair of arms held his other arm at his back. "Hey! Let go!" The alien cat growled and scratched at the attacking person. A well aimed backhand sent the hybrid flying into a tree where it landed with a thud. "What do you want?"

The dark hood turned toward him and the hand not holding his wrist appeared at his cheek. A weird clicking sound came from underneath the hood and Ben shied away from the sharp nail digging into his skin. The clicking became more insistent.

The Omnitrix gave off one more whine and the nails at his cheek ripped through his skin, down his neck and into his chest.


	2. Chapter 2

**I don't own ben 10 or any of its characters**

* * *

The Omnitrix gave off one more whine and the nails at his cheek ripped through his skin, down his neck and into his chest.

His body screamed in pain and his throat was raw as he voiced its complaint. His scream broke the peaceful sounds of the secret clearing as birds and critters scattered away from the sudden noise. He felt warm blood dribble down his chest and his vision dimmed. The monster holding him pulled its hand out of his side and poised for another blow, sharp nails dripping with lifeblood. Something inside Ben screamed to move, and he twisted out of the loosened grip on his arm.

Legs refusing to fully support him, he staggered away from the attackers and turned to face them, fingers automatically turning the watch's face. This only seemed to infuriate the mysterious creatures though. An unhuman scream came from under the two dark hoods and they leapt at the teen. A second later, a green metallic hand slammed into the nearest creature's face, sending it reeling. Ben dodged beneath the second's punch and slammed the Omnitrix. His form shrunk and his skin greyed.

"Took you long enough, Tennyson!" Echo Echo glanced at Kevin, now covered in the green metal of his car, as he struggled with the creature he had punched. "A little help?" Without needing to be told, Kevin dove out of the way as Ben took a deep breath. The tiny alien screamed and sonic waves slammed into the first monster. It was thrown back into the lake and struggled to get back the opposite shore. "Behind you!" Ben turned just in time to narrowly dodge the clawed hand that had tried to dislodge his head from his shoulders. The quick motion however, irritated the wound on his chest and he fell as pain surged through him. The distraction allowed the creature to slice another shallow wound across his shoulder.

There was a fearsome roar and the attacker's arm disappeared inside the maw of the suddenly giant dragon-cat. Blood spurted out from under sharp teeth and there was a loud snapping sound and the creature screamed in pain. Pulling away from the large alien, the monster held the bleeding stump where its arm had been. An angry hiss escaped from under the hood and its remaining hand slipped under its cloak and brought out a gun. The weapon buzzed as it charged and locked onto Ben. The brunette gapped, unable to move fast enough to escape the hit. Squeezing his eyes shut, the teen saw a bright light flash from under his eyelids and his sense of direction swung wildly.

The teen rolled over and emptied his stomach, the sense of vertigo overwhelming him. The light died away and he could hear someone gasp in surprise. Peeling his suddenly heavy lids open, the teen found the woman who had made the noise. Long, bleached hair tumbled down her back in waves. Black eyes met his in confusion. He was able to find Kevin and Gwen laying near him before his world suddenly went black.

* * *

Everything was so bright. Even with his eyes closed, he could see nothing but white.

Groaning, Ben tried to squeeze his eyes shut farther, trying to block out the magnificent light. Tears appeared on his lashes as his eyes watered in an attempt to dilute the harsh white. His head lolled to the side to try and get away from the light. An irritated mumble passed through his lips and he settled for trying to ignore the illumination.

A furry muzzle gently touched his cheek, leaving a wet patch on his skin as a small tongue flitted across it. Pulling away from the touch, Ben let himself sink back into the comfortable dark world he had been in before waking to this bright one. The nudge became more insistent and a clawed paw pushed against his shoulder. Contemplating if he had enough energy to tell whatever it was to leave him alone, Ben peeled open an eye and glared at the thing that dared to keep the teenaged Omnitrix-wielder awake. Big hazel eyes looked into his from three inches away and the dragon-cat leaned forward to lick his face again, making an odd sound between an meow and a growl. Sighing in frustration, the brunette rolled over to get away from the alien creature.

Ben froze as his chest suddenly burned with an invisible fire and he collapsed onto his back again, breathing heavily. His teeth grit together as he tried to keep from screaming in pain. The small creature next to him meowed in worry and gently licked his cheek again. More tears sprung to his eyes and clouded his vision. The dragon-cat gave a high whine.

"Brownie?" The boy's body tensed at the voice, his head turning to face the direction it had come from. The alien followed his gaze and its tail twitched. "What's wrong?" A door creaked open and Gwen slid through the crack, brows furrowed in confusion and worry. "Is Ben alright?" The boy was surprised to see her in a light, white tunic with beige pants.

"Gwen?" The girl gasped and her feet slammed against the ground as she ran over to his side. Her head blocked out the light and threw her face into shadow, but he could still see the relieved smile on her features. The creature sat back on its haunches and watched the cousins.

"Ben! Oh God! You're finally awake! How are you?" The brunette blinked at the rush of words, his drowsy mind having trouble keeping up.

"Alright." His chest and neck throbbed at his lie and he couldn't hide the wince from Gwen. The smile left the redhead's face and was replaced by a concerned frown. Ben forced his lips into a smile and grinned at her. "Don't worry about it. I'm fine. Really! I'm just a little sore. Nothing to get worked up about." The brunette silently begged his eye to not twitch. The look on his cousin's face told him it wasn't working.

"You've never been the best liar, Ben." Her green eyes met his and he sighed. Chuckling, the brunette gave her a sheepish grin.

"Guess not. Can't blame a guy for trying though." His cousin rolled her eyes and sat down on the edge of the bed, twiddling her fingers.

"You really scared us I hope you know. You've been out for almost two days already."

"Doesn't feel like it," the boy groaned, feeling the weariness slip over him again. With a quick shake of his head that further upset his injuries, he pulled himself away form the brink of sleep. Meanwhile, the dragon- cat padded over to the redhead and nudged her hand expectantly. Gwen chuckled and immediately began to scratch behind the creature's pointed ears. Ben watched the interaction in amazement. "It seems like you two are getting along." The Anodite nodded and continued to pet the alien creature.

"Brownie's really harmless once she learns you're not going to hurt her. She's..."

"Brownie?" Gwen glared at him for interrupting her, but motioned toward the dragon-cat in her lap. Ben gapped at her.

"You named it! Why did you name it? It's not a pet, Gwen."

"I know that, but we can't keep calling her 'it' you know. Plus she saved us. I think she deserves to at least have a name after saving our lives." Ben frowned and watched as the alien animal leaned into Gwen's touch. "How much do you remember?" The brunette frowned in thought.

"Not much. I don't even know what was a dream and what wasn't." With a sigh, the boy ran a hand through his messy hair. "Can you help me up? I don't like talking like this. I would do it myself, but... well.. I can't." The girl frowned deeply, but got up and gently wrapped her arm around his back, her skin cold against his bare back. With a quick inhalation, the brunette was sitting up in bed, wincing as his injuries burned. Green eyes glanced around the room now that his eyes had adjusted to the light and it was bearable. The room was unnaturally bright, which Ben now could blame on the completely glass ceiling. There were only a few pieces of furniture in the small space: the bed, a table, and a chest and mirror.

Finished with his examination, Ben realized Gwen was waiting for him to elaborate. "I remember the guys down at the lake. One of them pulled a gun on me after it," the teen winced as Gwen glared pointedly at him. "I mean, Brownie tore off its arm. There was a bright flash and then..." He stopped as the blurry memories from before he passed out tried to arrange themselves. "We aren't at the lake anymore," he said in realization. "There was this woman there and... and..." He shrugged, not sure how to go on.

"That must be Adla. She found us and took care of our wounds."

"How's your back? Is Kevin okay?"

"We're fine. Kevin just got a bump on his head. Don't worry though, his thick skull stopped any serious damage." Ben grinned at the jibe, but let the girl continue uninterrupted. "And my back is pretty much close to completely healed. It was really only a minor cut. Nothing to worry about. You on the other hand..." She nervously bit her lip and looked down at the alien by her side. "Adla did everything she could, but you're wound was really deep. We didn't know if you were going to pull through for a while."

"Well. I'm fine now." The redhead scrutinized him and smiled as if humoring a child.

"We'll see. You're still not going anywhere until Adla says so. She seems to know what she's doing." The redhead got up to leave, glancing back at her cousin. "There are clothes in the chest if you want to walk around. I'll go tell Adla you're awake." The door clicked as it was shut and Ben sighed. His parents were going to kill him. Almost three days without any sign from him! His mom was going to throw a fit and Julie would be right behind her! She had made it clear that she was now part of the team and wouldn't stand to be left out on anything. He winced at the thought of the two irrate women. Maybe he should fully heal before going back home.

Gritting his teeth against the pain, Ben slid from the bed, his bare feet slapping against the warm tile. Careful to not turn too quickly, he walked over to the chest and looked at himself in the mirror above them.

He was surprised Gwen hadn't taken the chance to commit more on his appearance. He could even come up with a few good names right off the bat. His hair was a mess, twisted and sticking up at odd angles. His eyes were drooping and outlined by dark bags. His skin was flushed and beads of sweat dusted his forehead. His chest was wrapped with white bandages and the revealed skin was blotched with bruises. His jeans were torn and covered in mud, grass, and blood stains. Sighing, he ran a hand through his unruly hair. Yep. It would definitely be in his best interest to not return looking like this.

Rummaging through the chest, he pulled out a pair of baggy, white pants and a tan tunic like the one Gwen had been wearing. The thin material felt like silk as it slide over his fingers. Unbuttoning his ruined pants, he paused and glanced at the alien creature still laying on the bed. It's brown eyes were locked on him, tail twitching in amusement. Shaking his head, he berated himself. He was being ridiculous. The newly named animal was just that, an animal.

Just as he pulled the shirt over his head, someone knocked on the door. He jumped at the sound and pain engulfed his chest. Gasping in a breath, he told the person to enter through clenched teeth. Brownie leapt from the bed and trotted over to greet the newcomer.

It was the same person he had seen two days ago. She looked to be in her late twenties and was at least three inches taller than Kevin. Her light hair was pulled into delicate loops that framed her face and accented her dark eyes. A wise smile graced her lips as she knelt down to place her hand on the top of Brownie's heart-shaped head. The animal growled deep in its throat and the woman smiled. Gracefully standing, she turned and bowed to Ben.

"Welcome, young Master. It gives me great pleasure to see you back in the world of the living. You gave your comrades quite a scare. I am Adla, master healer of the Bekil Temple." She finished her bow and motioned for him to sit on the bed. "If you not mind, I wish to check your wounds."

"Uh... sure." The brunette hesitantly sat on the bed and removed his shirt, his green eyes watching the healer cautiously. The woman nodded her thanks and smiled at him. Her thin fingers quickly unwound the bandages around his torso. The injuries had healed faster than Ben had thought possible in two days. The skin was still raw around the edges, but the cuts were nearly closed. Blood still trickled lazily from spots in the larger wound from his neck to his opposite hip.

"I'm afraid there is nothing I can do for the scars. The wounds were deep and it took all my energy to get them to heal at all. You will carry them for the rest of your life." Surprisingly, the information didn't effect the boy as much as he thought it would. He had accepted that his job was dangerous. Maybe, he had subconsciously expected this to happen. Brownie grumbled and touched her wet nose to the back of his hand. He instinctively reached over and began to scratch the animal in the way Gwen had a few minutes ago.

"You have healed well, though. You should be able to leave in two or three days if you and your comrades choose to do so."

"Thanks, but..." A light hand landed on his shoulder and he glanced at the blond healer.

"I will explain as much as I can later. I believe your companions are waiting in the main chamber for you. You may go see them if you wish." Unsure what to say, the teen just nodded and mumbled a thanks. The blond quickly and efficiently rebound his wounds and left him as quickly as she had come.

Needing to find out what was going on, the boy let his curiosity lead him as he left the room. The doorway led into a narrow hallway. The ceiling was the same as his room's and shed blinding light into the passage. The building was made of cream-colored stone, polished until it shone in the light. The air inside the hallway was hot and stagnate. The need for light clothing was suddenly apparent. Ben decided to try the left side of the hallway and set off in that direction. The alien animal followed at his heals, furry tail winding around his ankle from time to time. It took some time, and a few hurried directions to find the main chamber.

The light blinded him as he entered the room. Lifting his hand to shade his eyes, Ben looked around the room. It was more like a courtyard than a chamber. The scene looked like it had come straight out of a Greek history textbook. The marble floor was polished to perfection while tall pillars lined the perimeter of the room. There was no ceiling, but a small pavilion in the middle with an arched roof to keep the hot air off the inhabitants Three other passageways branched off the room in the compass directions. Luxurious rugs and blankets covered the floor of the pavilion and furniture added color to the whiteness. In the dead center of the of the room was a depression with a wide, shallow bowl held by an intricately designed stand. Gwen sat on one of the seats around the bowl while Kevin stood next to her. With the exception of another trio chatting happily by one of the passageways, they were alone.

"So Sleeping Beauty finally decided to get off his lazy ass and wake up? Yikes. Maybe you should have stayed asleep. You look like you could use as much beauty sleep as possible." A sly smirk slid across the older teen's face as the younger boy joined them.

"Nice to see you too, Kevin." A quick glance at the ex-criminal confirmed what Gwen had said, there wasn't any sign of permanent damage on the older teen. He wore the same silken material they did with grey pants and a sleeveless white top. "So, any idea where we are?" Gwen shook her head.

"It's called Juhnd Prime. It's a small planet on the opposite side of the galaxy. We're lucky. The air and gravity are almost identical to Earth's. The people are built pretty much the same too. They're less advanced then us, though. They chose magic over technology." Kevin rolled his eyes at the idea. "I've never heard of this place, though." The teen's face darkened as he divulged that bit of information.

"Not many have. We like our privacy and the other worlds have little interest in a peaceful place such as ours." The trio turned to find Alda walking over to join them, an old man at her side. The man leaned heavily on a stylized staff and wore long white robes with a silver medallion hanging from a cord around his waist. "I am Jeban, head priest of the Bekil Temple. May I ask who you three are and why you have come here?" The trio shared a look, not sure how much information they should give. Eventually, it was Ben stepped forward.

"My name is Ben Tennyson, this is my cousin, Gwen, and our friend, Kevin Levin. We're from..."

"Earth. Yes, I have heard of your exploits. You have become quite a hero among your people and those of other planets. It is an honor to meet you three." The elder gave a slight bow to each teen, the cousins returning it while Kevin frowned. "I hope you have enjoyed your stay. My healer tells me you were injured." He waved a hand at Alda. "I trust that you are healing nicely." When he was given an affirmative nod, the man smiled. "Good. Please, sit. We have much to discuss."

Ben nodded and carefully lowered himself onto the seat next to Gwen. Kevin however remained standing, arms crossed over his broad chest. Jeban seemed to find amusement in this, but didn't comment. Brownie waited until Ben was settled before jumping up into his lap and sat so she could watch the two Juhndites.

"Your coming here was not coincidence, nor was the attack on your life, Ben Tennyson." The brunette frowned and silently scratched Brownie's ears, marveling at how the motion came automatically. "You have become involved in a millennia- long war."

"Wait. I'm pretty sure the Highbreed haven't been waging this war for millennia. We just learned about them not too long ago."

"Yeah. Plus, I've been all around the galaxy the last few years and I've never heard about any millennia-long war." Jeban shook his head at Kevin's claim.

"Not all wars are fought with swords and guns. This war has been going on in the shadows, each side waiting for the right time to deal the killing blow. There have only been a few cases where it has broken into bloodshed. No, the war is about making sure the other side doesn't get what you want."

"Which is?" The old man looked at Ben, his old eyes holding his.

"Do you need to ask?" The brunette stopped scratching the dragon-cat and subconsciously touched the watch on his wrist. A wry grin pulled at the elder's lips. "No, I see you do not. Maybe I should explain it from the beginning."

"That would be helpful." The sarcasm dripping from the black-haired teen's words drew everyone's attention.

"Kevin, don't be rude," Gwen admonished. Turning to their hosts she smiled apologetically. "Sorry about him. He's more brawn than brains." A grin split her lips as the older teen protested. He was interrupted as Jeban coughed.

"As I was saying, this war goes back to the very first millennium of this galaxy's existence. The first intelligent race came into being during this time. They called themselves the Hajima. They lived in peace and prospered much like we have. They were more advanced than any of this universe's scientists could ever dream of and the most beloved of the gods. Because of their goodness, the gods graced them with a gift: the almighty Key. The Key had the power to define the very nature of the universe." The trio glanced at each other at this statement.

"By then, other races had begun to appear on other planets and threatened the Hajima's way of life. Several people wanted to use the Key's power to annihilate the other races. Of course, there were others who opposed this idea and wished to just isolate themselves. A rift split the Hajima's race and destroyed their lives just as they feared. The two groups became known as the Halhm - the ones who wanted to use the Key's power for evil- and the Nozami- those who opposed the Halhm. Ever since, the universe has been at war.

"When the great Azmuth of the Galvan created his Omnitrix, he created the weapon that could be the deciding factor in their war. Both sides have been trying to get it for years, and when word of you and your team got out, both sides must have jumped at the chance. The Halhm must have sent the beings who attacked you to retrieve it."

"By killing me." The Omnitrix -wielder's voice sounded flat even to his own ears. Gwen looked nervously over at him and gently squeezed his hand.

"Yes. If the Nozami hadn't foreseen the attack, you would not be alive. They sent a guardian to watch over you and protect you in case the Halhm found you." At the questioning glances from the teens, the man pointed to the dragon-cat who sat watching the two with intelligent hazel eyes. "It was she who brought you here and saved your lives. However, she seems to have lost much of her power in the jump from Earth and I fear she will not be able to protect you again if there should be another attack." The alien animal roared and its tail swished and wings fluttered in agitation.

"So we're stuck here? We have to get back to Earth! The DNAliens could attack any day now! Bellwood is defenseless!" Ben jumped to his feet. His vision wavered as his wound protested the action. He felt arms wrap around him and help lower him back down into his seat.

"Ben? Are you okay?" Gwen and Kevin's worried faces swam into view and he blinked. Brownie mewled nervously, pawing at his leg. Alda called for someone to bring something he had never heard of. A drink was pressed against his lips and he drank, feeling the pain die.

"I'm alright. Just got a little lightheaded for a second."

"I would suggest not moving too much, Young Master. You're wounds are still not completely healed." The teen nodded and sat up. The alien animal leapt into his lap and settled against him. Gwen chuckled while Kevin smirked. There was no way he was getting out of this without some kind of joke.

"There is no need to worry. We might not be able to help you, but I know someone who can. Once you are better, you can travel with our traders to the nearby city. There is person there who is an expert in galactic travel. Now, I have other matters that require my attention. Rest and enjoy your stay, my friends. Our traders will leave in four days."

* * *

**Hey Sorry for the wait. I got hung up on school stuff and didn't get a chance to upload this until now. I changed quite a bit at the end so people you read the first version should probably start about two-thirds of the way down. Sorry again. I'll try and update ASAP.**


	3. Chapter 3

**Hey sorry for the wait. Just a forewarning, it might get a little messy at the end, but I couldn't figure out how to make it better without going on for another page and half of useless stuff.**

**I do not own Ben 10**

* * *

The red sun was just starting to climb over the flat horizon as the traders loaded the last bit of cargo into the cart. The six train-car sized, covered wagons were pulled by an alien creature that looked like a giant, ostrich. The smallest of the bird-like creatures stood a little over eight feet, the tallest around twelve, and they were all covered in light, grey features. Men in slightly grungy attire jogged back and forth, checking supplies and the wagons, calling to each other occasionally.

Ben stepped out from the temple's shade and stretched, his joints cracking as he moved. His airy clothing was covered by a rough, grey cloak to fend off the pre-dawn's chill. He hadn't understood why anyone would want to wear anything but the bear minimum in this climate when Alda has given it to him yesterday while the trio had been packing. Now he was thankful Gwen had nagged him and Kevin until they had agreed to wear them. The difference between day and night temperatures were more drastic than the teen had thought possible.

Brownie meowed near his feet, making her presence known. The reminder wasn't needed. The supposed guardian had been a constant shadow for the boy since he had woken up. He had almost forgotten what it felt like to not have someone with you at all hours of the day.

"You really think this is a good idea?" The voice spooked the teen and he flinched before turning to find Kevin watching him, leaning against a pillar of the temple. Ben shrugged and returned to watching the preparations.

"We don't have much of a choice right now. Jeban's friend is our only chance. Unless you have a better idea, that's the plan." Kevin's expression darkened at being reminded of his situation, his independent instincts fighting against the need for help. He huffed and joined the younger teen in the morning light.

"Yeah, well that doesn't mean I have to like it." He crossed his arms over his chest, the epitome of reluctance. Ben chuckled, earning a quirked eyebrow from his companion.

"Do you really ever like anything?" A sly grin slid over the Omnitrix wielder's face. "Besides Gwen, I mean?" His time fighting aliens had honed Ben's skill, but he still only just dodged the annoyed back aimed for his head. A smile pulled at his lips as he danced away from Kevin's next attack. A sense of easiness settled hand over him. This was normal. They were just two regular teenagers. They didn't hold the weight of the world on their shoulders. They weren't millions of miles away from home, there was no secret war, and no ancient race out for his blood.

"Get back here, Tennyson!" The blush growing over the sixteen year-old's face only increased the brunette's laughter. The alien cat merely sat back on its haunches and watched the boys, tail flicking back and forth in amusement. It hadn't taken long for the creature to learn that Kevin wasn't a threat and the bickering between the trio was as certain as the sunrise.

Ben gasped in alarm as pink energy wrapped around his ankle and pulled. His balance thrown off, the boy landed on the sandy ground with a grunt and a loud expletive confirmed the same had happened to his 'adversary'. "Seriously, I leave you two alone for five minutes and you end up fighting again. What was it this time?" Ben grinned up at Gwen. The dark look on her face stopped any teasing remarks though. It shouldn't be possible for her to be so much like his mom. "Ben, just because you're officially healed doesn't mean you can do whatever you want. Take it easy."

The energy disappeared and the boys dusted themselves off. Brownie came over and twisted around Gwen's legs. The girl giggled and bent to pet the creature.

"Looks like Alda was righ' when she tol' me ya all were a weird lot. I jus' didn' think you'd be this odd." The hearty laugh that followed the comment made all three teens turn to the speaker. He was a large man, his chest and arms bulging with muscles and his skin deeply tanned from hours in the sun. Grey hair was pulled into a ponytail at the nape of his neck and a trimmed beard covered his square jaw. A grin made deep wrinkles form on his weathered skin.

"Uh, thanks I guess." Ben shuffled nervously. The man towered over him and one only had to glance at him to see that he knew how to handle himself. The boy's hand subconsciously moved under his cloak to touch the Omnitrix. He could sense Kevin and Gwen tense behind him.

"There is nothing to fear." The trio turned to find Alda and Jeban walking toward them. "Sobe is a good man. He will make sure you reach your destination safely." Sobe beamed at the praise and chuckled.

"I don' usually transport people, but I'll make an exception this time, Lady Alda." He planted his hands on his hips and looked down at the trio. "This is 'im? Well boy, I'd definitely not imagine ya were the great Ben Tennyson." Said teen frowned and Kevin snickered. "My name is Sobe. Nice ta meet ya." He thrust his hand out and they each took turns shaking the giant appendage and introducing themselves. "I'm the leader of this lot. If ya ever need any help, jus' come see me." One of the men shouted something to the giant and the man excused himself, his loud curses being returned with equally strong language as he went to go fix whatever had gone wrong. Kevin smirked and relaxed his tense stance.

"This might not be so bad after all." Gwen elbowed him the stomach and rolled her eyes, mumbling something about stupid boys under her breath.

"Make sure to take caution, you three." The trio frowned as Jeban stepped froward to speak. "The battles of your past won't be anything compared to those yet to come. Refrain from drawing attention to yourselves," at this, the old man looked directly at Ben, "especially you, Young Master. I suggest you not use the Omnitrix unless all other avenues have been barred. The enemy has many forms." Dipping at the waist in a respectful bow, the leader of the temple smiled. "May your travels be safe and easy. You will always have friends here if the need should ever arise."

"Thank you, for everything." Ben offered the same bow and Gwen soon followed, though it took a glare from the cousins to get Kevin to do the same. Ben turned to Alda and preformed the same bow. "You too. If it wasn't for you, we probably wouldn't be here right now." The woman nodded and smiled.

"May the gods go with you."

"'ey! Ya three! 'urry up or we'll leave ya behind." The loaded wagons had started out, a trail of dust kicked up by the wheels slowly settling in their wake. Sobe sat at the front of the remaining one, reigns in hand. With one last wave toward the two temple residents, Ben, Gwen, and Kevin rushed over to the wagon and jumped in. With a loud squawk, the bird-like creature pulling the wagon set off in a run, chasing after the rest of the group. The Bekil temple slowly crept past the horizon as the sun climbed into the sky.

* * *

Ignoring the sweat trickling down the small of her back, Gwen pulled her wayward hair behind her ear and turned to watch the endless desert pass by. Hours had passed since they had left the safety and the comfort of the temple behind. The sun had risen, reached its zenith, and had almost finished its decent. The red orb was like a giant flame on the horizon, casting everything in an orange glow.

She had situated herself at the opened back of the wagon, legs dangling over the edge, her calves died yellow by the kicked up sand. A dry breeze blew through the cart and her hair was once again tugged from its spot to flail in the wind. With an exasperated sigh, the redhead pulled her wild hair down and waited for the breeze to end.

She couldn't wait to be back home. This new adventure had sounded exciting at first, but the heat and itchy sand had quickly ruined any fun the trio was having. What was worse was her lack of company. The boys had found a clear spot in between some of the cargo and had fallen asleep a while ago. The Anodite envied them.

Bored of looking at the same scene for the last two hours, Gwen returned to the slightly cooler air in the shade of the wagon. A quick glance showed that both of her boys were still asleep and that Brownie had joined them, the alien curled up on a crate next to the sleeping teens. Her eyes strayed over the forms of her two companions. They hadn't even been gone for more than a week and Gwen could already see how the journey was affecting them. Even though his wound had healed and was no longer causing him pain, Ben still curled in on himself, keeping his chest hidden. Kevin's shoulders were tense and his lips were pulled into a thin line. She sighed and moved toward the front of the wagon.

"Everythin' alrigh' there, girl?" The concerned voice brought her out of her musings and she found their giant guide glancing back at her. She tried to smile encouragingly, but the stern look the man was giving her told her it hadn't worked. Sighing for what felt like the hundredth time, the redhead shook her head. Sobe's gaze softened and he patted the seat next to him. "Come here. Sounds like ya could use the company."

Gwen nodded her thanks and was helped up to the driver's seat by a helping hand. Once she was settled, Sobe went back to guiding the large bird pulling the wagon. Silence passed over the pair until the man finally cleared his throat. "Not much longer 'til we get to the campsite. The head of the train should be settin' up camp 'bout now." The redhead frowned.

"Why don't you travel at night? Wouldn't it be easier when its cooler?" The leader of the traders grinned.

"Usually, that would make sense. There's a problem with that plan though." A troubled expression passed over his features and his eyes glazed over as if in memory. "Ya see, the desert out here is controlled by pirates. There are at leas' three major groups out here and they attack at night jus' for that same reason. It's easier to escape in the cold and when there's no light. They've been causing problems for several years now." Sobe shook his head and sighed. "I lost too much cargo cause of those thieves."

"Why hasn't anyone tried to stop them? Isn't there some sort of police force to take care of them?" The trader's expression darkened and he growled.

"No, there ain't. At leas' not for the simple folk like me and the others. The king don't care much about what happens to us and he's the one that controls those good-for-nothin' soldiers. People have tried to get rid of the pirates without their help. There are jus' too many to take out without military aid." The giant noticed the perturbed look on Gwen's face and smiled encouragingly. "Don't worry though, girl. I haven't had any of my men die from a pirate attack in years. I'm not 'bout to let ya three get hurt." The kind, fatherly smile he gave was contagious and Gwen felt her fear slip away.

"Thank you. For everything" She was hushed by a dismissive hand and anther toothy grin.

"No worries. I friend of Lady Alda's is friend of mine an' I'm always willin' to help a friend." Gwen nodded and watched the sun vanish beneath the horizon. There was something about the man that calmed her nerves and gave her a sense of peace, even on this alien planet millions of miles from home. The two companions turned as someone yawned and shuffled around in the back. Seconds later, Ben joined them, face betraying his drowsiness.

"What'd I miss?" He stretched his arms above his head and yawned deeply. "Are we there yet?" Gwen rolled her eyes and shot a glare at her cousin as Sobe laughed heartily.

"Not yet, lad. We're 'bout a day outside of the city. We're goin' be stoppin' soon for the night. Ya might as well wake up your friend. I doubt he'll enjoy missin' dinner." The brunette nodded and went to rouse the third teenager. Gwen sighed and let her head fall into her palm as an irate shout seemed to shake the large wagon. The giant trader just guffawed and glanced back to see what the boys were doing. "They sure are lively aren't they?"

The redhead sighed, the sound full of exasperation. "They're always like that." A light smile crossed the girl's face. "They're both idiots sometimes, but they're my idiots." Sobe chuckled and smiled down at her.

"Ya three are good kids. I'll make sure ya get to where ya need to be. Ya don't need to worry." Gwen nodded and leaned back against the chair's back. She could already see the rest of the group on the horizon. It wasn't long until they pulled up behind the second-to-last wagon and completed the circle. The two teenage boys jumped from the transport and all but ran to the growing fire as the smell of food wafted over to them. Gwen and Sobe followed them at a more relaxed pace.

Ben had ignored the look his cousin had given him and Kevin as they eagerly shoveled the dinner – a stew-like substance with meat, bread, and little purple globs that the brunette made sure to discretely push to the edge of his plate– into their seemingly bottomless stomachs. Sobe laughed heartily at their antics, clearly happy to see them enjoying the food so much. The other men of the wagon train had either followed the two teenagers' lead or finished setting up camp.

The night was cold. The smoky, green moon that had fascinated the trio when they had first arrived was gone, the new moon nearly invisible in the dark sky. The planet had few stars near it that were bright enough to cast more than a small speck of weak light in the night sky. The wind had also picked up, swirling sand around and shrieking in between the sparse spacing between the wagons. The camp's members all had had their cloaks wrapped tightly around themselves to stave off the harsh wind and cold. It hadn't been long until, one by one, the large party of people dissipated and went to bed.

Ben sat before the dying fire, absent-mindedly poking the dying coals. He didn't know how long he had been sitting there and didn't really care. His earlier nap had given him more energy than he had expected and his body refused to cooperate and sleep. The brunette glared at the tent Sobe had given them. Gwen and Kevin had retired almost two hours ago and he envied them. After they had left, the only other people forced to be awake at this god-forsaken hour were the guards and he doubted they would enjoy the distraction. So he was doomed to wait until morning and hope that he could find something to keep him busy. Until then, he would just have to wait.

Something rubbed against his leg and he started in surprise. Looking down, he found Brownie winding herself around his legs. Smiling slightly, he reached down and gently scratched behind the creature's ears. "I thought you had gone to bed." The alien glanced up at him for a moment before nudging his hand. Ben chuckled and returned to petting the cat, his face pensive. "You know, I can't tell if you really understand ore not when you do that. Can't you give me more of sign so I don't feel like I'm losing my mind?" She just leaned into his fingers and the half-purr rumbled in her chest. The teen sighed. "Alright. Fine, I get it."

An animal cried in the distance and Ben felt the hairs on his arms stand up. Sobe hadn't mentioned anything about dangerous wildlife, but the call seemed as foreboding as a wolf's. It took him a minute to calm his nerves and he silently berated himself for his jumpiness. He had obviously watched one too many old horror films lately. The wail started up again and Brownie tensed under his fingertips. Dread slithered into his stomach and he absentmindedly scratched at the scar on his cheek. "Maybe we should go see if its anything to worry about."

The dragon-cat seemed more than willing to comply and started over toward the nearest guard's post. It took all his self-control to not push back the shirt's large sleeve up and ready the Omnitrix. Jeban's warning still rang fresh in his mind and he reluctantly kept his hands at his side.

The wind grew stronger as soon as they stepped outside of the circle of wagons and Ben staggered at the sudden force. At his feet, Brownie held her wings close to her body and hunkered down as close to the ground as possible. The giant wagons blocked out the light of the fire and the teen blinked several times to get his eyes adjusted to the loss of light.

"Hello?" He frowned when no one responded. He was sure that a guard had been here a while ago and they were stationed close enough together that they didn't need to move much. A third cry from the animal set every nerve on edge. "Anyone there?" The sand shifted silently under his feet as he started to walk the length of the wagon. His foot caught on something and he stumbled forward. Righting himself, he turned back to get a better look at what had tripped him.

Lifeless eyes stared back at him, opened in an endless stare. Dropping to his knees, Ben quickly sought a pulse and cursed when he couldn't find one. The creature at his side sniffed the body and growled. Ignoring the animal, the teen set off at a run for Sobe's tent.

The space between the wagons felt smaller than when he had last walked through it. The warm, friendly light the fire had filled the camp with now felt cold. "Sobe!" His feet sunk into the ground and he faltered. Someone moved behind him and the boy felt rough hands grab him before he could fully turn. Worn clothing scratched against his cheek and neck as his attack held his arms behind his back and an arm encircled his neck. A few seconds of struggling proved useless and only made his attacker's hold on him tighten.

The man at his back muttered something to someone behind him and make a strange birdcall. It was quickly answered and suddenly the camp burst into life. People flooded through the camp's protective circle , swords and other weapons glinting in the firelight. Dog-like creatures ran next to them. The raiders jumped into the wagons and began pulling people out and throwing them onto the sand. The train's workers struggled against their captors, but the pirates were just as husky as them and kept them in check.

Ben felt his abductor push him forward and walk him to where the others were being held. He quickly saw that Kevin and Gwen had joined the group, though not willingly. Sobe looked infuriated but a speck of fear was evident in his stare. The reason for his fear was brought out as a man nearly as larger as the train's leader pulled out a wicked curved sword and held it to the nearest worker. The teen had just enough time to close his eyes but he could still hear the sword slash across the man's neck and his head fall to the sand with a wet slap. Gwen's gasp could be heard over the outraged shouts of the other traders. Unfortunately, that got the killer's attention and he grinned, baring down on the redhead.

"No!" Ben let his legs bend and shifted his weight. He kicked out at his attacker's leg and leaned forward, pulling the man forward with him. His center of balance changed, the man toppled over him and landed on his back. The teen didn't look back at the man as he sprinted toward the large swordsman, silently thanking Gwen for all those self-defense lessons. The killer just looked at him, curiosity and confusion written over his features. Hands grabbed the Omnitrix-wielder form behind again and he struggled wildly.

"Ben!" The shout sounded distorted, as if he was underwater. "Tennyson! What the hell is wrong with you?" Desperation fueling his actions, the teen spun in the grip and landed a hit to his restrainer's face. He released him with a surprised yelp. Ben turned to sprint to his cousin but found his hands and ankles bound and he fell face-first to the ground.

"Ben! Wake up! Stop it! We're not going to hurt you! It's not real!" This time he could identify the new voice as Gwen, the clarity slowly getting better. His brain tried to make sense of the his cousins words, but his body urged him onward. He could hear her next to him, feel his powers wrapped around him, but his eyes told him she was sitting by the fire, glaring at the man who was about to kill her.

"Gw..." His world burred and he felt cold water rush down his face and soak the front of his shirt. He sputtered as the liquid ran into his mouth and strained his neck to look at the group of hostages. They had disappeared and had been replaced by disgruntled workers, watching him with looks varying between concern and anger. All evidence of the raid had disappeared. "Huh?"

"Ben?" He turned as much as the pink energy would allow him to and looked at the redhead. Kevin stood behind her, nursing a broken lip. "You alright?" The question seemed so absurd after what he had just seen that he had to clamp his mouth shut to keep from laughing in her face. Instead, he nodded numbly. The brunette glanced around the camp, suddenly self-conscious of all the stares.

"What's going on?"

"Nothing really just that you started screaming bloody murder and attacking anyone in sight!" Kevin's voice had started out nonchalant but slowly gained volume and emotion until he was yelling. Several of the men nodded in agreement and huffed in annoyance. Ben stared at the older teen.

"What are you talking about? What happened to the pirates?" It was Kevin's turn to stare at the brunette.

"There weren't any pirates, lad. I just checked with the guards. They haven't seen anything the entire night." Sobe shouldered through the crowd and stood over the bound teen.

"What? No, I saw him. He's dead. I'll show you." He glanced at Gwen and, with a sigh, she released him. He jumped to his feet, ignoring the pounding headache that was starting to form and led the group over to where he had found the guard's body. He gaped at the empty space under the wagon, bereft of anything. "What? But he was right here a few minutes ago! I saw him!"

"Ben," the boy turned at his cousin's soft call and frowned. "You've been asleep. It was all a dream."

"No! I'm sure! I saw him," but his confidence had disappeared as he stared at the sand. The was no way it was a dream. It had too realistic. A heavy hand on his shoulder brought him back from his musings and he looked up into Sobe's weathered face.

"Let's get back to sleep. We have a long day ahead of us in the morning." the man walked away dismissing the rest of the workers. Kevin and Gwen waited behind each watching him with varying degrees of concern.

"C'mon, Ben. It was just a nightmare. We should take Sobe's advice a get some sleep." She smiled wearily and strode back to the tent. Kevin stood there for a moment, arms crossed before his chest.

"You believe me don't you?" The younger boy's green eyes pleaded with him. The ex-criminal shrugged.

"I don't know, man. You seemed pretty much asleep, but it wouldn't be the first time you started acting weird. Whatever you were fighting, was real enough for you to give me this." He punctuated his statement with a jab toward his split lip. "Just don't make it a nightly thing, Tennyson. We have enough problems without you going insane." The dark-haired teen turned to leave.

"Thanks, Kevin. I think."

"Yeah whatever. Just know," Kevin flashed a wicked smile over his shoulder. "Next time you hit me like that I won't be so forgiving." He disappeared back into the tent and Ben sighed. He looked at the tent and shook his head. There was no way he was going to sleep now. He returned to the fire and sat next to Brownie, stroking her spine in comfort as she twisted and turned in a dream.


	4. Chapter 4

Altwin was like so many of the alien desert cities Kevin had seen in his travels that he couldn't help but roll his eyes at the cousins' reactions as it became visible as they crested a sandy hill. A few bushes and grasses sprouted up on the verges of the high sandstone walls, a great contrast to the lifeless desert they had been staring at for the last few hours. Low tents and other wagons lined the pebble road leading to the cities gate, people moving about the camps. The ex-criminal couldn't see beyond the huge walls, but he expected to find low buildings made of the same material as the wall, all mashed together to use up as little space as possible and from the look of the sudden vegetation, a huge oasis was hidden somewhere deep within its center.

"It looks like something out of a history textbook," Gwen whispered in wonder. Kevin couldn't help but smirk.

"Where do think they all learned how to build the ones on Earth?" He felt a surge of amusement as the redhead turned to glance at him, eyes large and round. It took all his self-control to not laugh at her expression.

"Really?" He merely shrugged and grinned at her.

"Who knows. There are hundreds of civilizations with the same architecture. For all we know , these Hajima people could be real and that started it." She glared at him, her expression a mix of anger and thoughtfulness. She lightly smacked him on his shoulder and got up from her seat behind Sobe to go to the back of the wagon.

"Wow, Kevin. Who would have ever thought that you were a history geek?" The younger boy grinned at his friend, his voice teasingly sarcastic. The sixteen-year old followed Gwen's example and slapped the back of his head and stood up with a growled 'Shut it, Tennyson'. Ben laughed and scratched Brownie behind her ears, grinning at the purr he was rewarded with. Despite himself, Kevin found himself watching the other boy.

To anyone else, the brunette would seem completely normal, but they had been spending all their free time together for the past few months and gotten to know the signs the other showed when something was wrong. That's what happened when you were on a team. Surprisingly, it was Ben that was the one that was the hardest to tell. The signs were there though. Dark smudges circled his eyes, a worry line creased his brow, his green eyes were distant, and his shoulders were hunched slightly. With an almighty sigh, the ex-criminal flopped back down in his seat, startling the boy and his new guardian. "Alright, what's up?" Brown eyebrows touched in confusion and the Omnitrix-wielder tilted his head to the side in the classic Tennyson fashion.

"What do you mean?" It took all his self control to not slap the smaller boy for making this harder than it needed to be. To punctuate how pathetic the attempted distraction had been, he sent a dark glare at his companion. The look was all that was needed and Ben sighed in defeat. "It was so real, Kevin. There was no way that was just a dream. Everything was too lifelike to have been a dream." Kevin felt dread grip him. This was the last thing he wanted to talk about. He was good at giving advice hidden behind sarcastic and taunting words over little things, but when it came to dealing with real problems and worries, he left it to the cousins to deal with. They were better at the whole emotional problem thing. When he didn't answer, Ben looked up from his hands and shook his head. "Never mind. It's not important. Maybe you were right. Maybe I really am going insane." That didn't help lighten the situation as Kevin tried not to think what would happen if the fifteen-year old really did loose his sanity. The thought wasn't pretty.

He was stopped from voicing his thoughts however, as the wagon pulled to a stop. Sobe's wagon had taken lead of the train and they were the first to reach the high stone walls. The giant man sent them a warning look and motioned for them to move out of view. They scrambled to the alcove that they had used as napping place during the trip and quietly pulled Gwen down with them. Two guards with large scythes stepped up to the procession's leader and glared at him. "Hold it! No one is allowed into the city. What is your business in Altwin?"

"Me and my men are here ta trade our wares from the Western desert. What's the meanin' of this? We have never been turned from the city before." Anger bubbled beneath the man's clam appearance and his knuckles were white around the reins.

"There have been pirate attacks less than a day's march from here. The king has ordered that no outsiders are allowed inside the city during his visit. If you want to sell your wares, you'll have to do it out here." Red flashed across Sobe's tanned features.

"What?! You expect me ta willin'ly leave my wagons out here when pirates are so close? That is jus' askin' for an attack!"

"That is not our concern. Now I suggest you find a spot and start your business before night falls." The two guards walked away, laughing amongst themselves. Sobe huffed under his breath, muttering something that could only be a curse. With a hearty sigh, he flicked the reins and led the wagon train away from the walls and to a an open patch of sand.

The wagons created the same circle they had last night and word quickly swept through the workers about the situation. It didn't take long for angry debates to start. The trio jumped from the wagon and quickly found Sobe glaring at the stone walls they had stopped next to with unadulterated hatred. He noticed them and angrily ran his hands through his greying hair, getting control of himself with a explosion of breath. "I'm afraid I'm not gonna be able ta keep my promise. This is the only way into the city and they're not goin' let ya three in." He sighed again and the vibrant life that he had shown during their trip dimmed. "Unless the king leaves tomorrow, my group will have ta go ta the next city. It's too dangerous out here. I can't risk an attack." Guilt overtook the man's features and he shook his head. "We'll try again tomorrow, but I doubt much will have changed."

"There's absolutely no other way to get inside?" The group looked at Gwen, the two teenagers recognizing her tone. Kevin hoped he could hide the mix of excitement and dread he felt better than Ben could. You never did know what to expect from one of Gwen's plans. They worked more often than not, but that didn't mean the boys had to like them. Sobe just nodded, glancing at the three teenagers in surprise.

"No. Not unless you climb the walls," everyone stopped to glance at the smooth walls towering over them, "but it's impossible. And even if you could, they have guards posted ta watch them. There is no way you could get in without gettin' caught." When Gwen's serious expression brightened, the trader frowned. "Why, girl?" Kevin forced himself not to groan at the grin spreading across the redhead's face. Ben stepped closer to him, leaning over and shaking his head.

"It's going to be a long night isn't it?" The ex-criminal just nodded grimly.

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Gwen rolled her eyes as Kevin once again fidgeted, his dark eyes flickering up to the sky to try and track how much time had passed. She wanted to smile as he grunted in annoyance and cupped his chin with his hand. She would have been truly impressed if he could tell that five minutes had passed just by looking at the moon. "Calm down, Kevin. Ben must have memorized Sobe's directions a hundred times by now and once we get in, we just have to stay low and not draw attention to ourselves." The look he gave her clearly said what he thought about her optimism.

"I really hope you don't think it will be that easy. Listen, I know a thing or two about breaking and entering," she quirked a teasing eyebrow at him and he stuttered. "Um... forget I said that. Anyway, it's not as easy as you think. We don't know what kind of security system they have or what weapons they use. For all we know, they could have phased plasma rifles. Just because the average guard doesn't have one doesn't mean that others won't." He winced at whatever memory that brought up and Gwen stumbled to try and drag him back to the present.

"That's why Ben's been talking to Sobe this entire afternoon. He's our best chance to find out what to expect. I realize that this is our chance to get home. I do. I'm just not going to give up before we even try." The dark glare was back on her again as she finished her jibe. Kevin shook his head and grunted.

"That's not the only thing I'm worried about." The redhead turned to follow her friend's gaze and frowned as her green eyes landed on Ben chatting comfortably with the giant trader. She turned back to face her companion with a defensive frown.

"Ben? What about him?" Despite herself, she couldn't keep the aggressive tone out of her voice. She didn't know when it had happened, but she had become very protective of her cousin, something she was paying for lately. Kevin leaned back and crossed his arms over his broad chest, his eyes staring blankly into the distant fire the camp had built.

"C'mon, Gwen. You really think it's just coincidence that he dreams about raiders attacking us when they've been getting enough reports of just that close to a city?"

"So? What, you think Ben's got some weird powers or something? He hasn't shown sign of it before. Why would they just pop up now? And why does it have to be some conspiracy? Sobe was talking about the pirates before we went to sleep. It's possible it really was just a nightmare." She really wished that was true, but Kevin had a point and weirder things had happened. It just wasn't fair that Ben had another thing to balance along with his already crazy life. The last thing he needed was powers forming while they were trapped on some remote planet millions of miles away from home.

"Whatever he was fighting was real to him," the older teen said, gently touching his bruised chin. The conversation dropped off on that cheerful note, each teen thinking over what they had just said.

"Uh, guys? Did I miss something?" Gwen jolted upright and twisted to find Ben standing just behind her right shoulder, green eyes passing over their faces in concern. The Anodite shook her head and her cousin nodded and crouched down in between them though she could still feel his sharp eyes on her when he thought she wasn't looking. "Alright. The city is pretty basic." He dipped his finger into the sand and began to sketch squares and lines. In almost no time, they had a small street map of the city before them. Gwen couldn't help the wry grin that pulled at her lips. Her doofus cousin, who could barely keep a 'C' average, had memorized an entire city map and had probably already figured out the best way to get to their destination in only a few hours.

The feat seemed lost on Kevin however as he just nodded as if he had known it all along. "So what's the plan?" Her quiet question brought that analytical light to his eyes as he leaned over and pointed at a line signifying the wall they were camped against.

"We're here and the gate is here. From what Sobe described, our best chance of getting in undetected would be over here," he tapped a spot near the back of the city, "He said its mostly full of run down buildings and is the least likely to have soldiers or anyone else we don't want to be seen by. If we leave in a few minutes, we should be able to get there by midnight. We can get in and then find Jeban's man in the scholar district." His finger quickly marked an 'x' over one of the squares near a round circle that signified the oasis Kevin had mentioned earlier. "Okay?" Gwen nodded and quickly surveyed the map again. It didn't look that hard.

"Great, but one problem. How are we going to get in?" Kevin frowned, glancing up at the high walls. Gwen rolled her eyes and held her hand out in between the trio, pink energy flaring to life. The boys jumped back and she smirked.

"I think I have an idea."

It was only ten minutes later that the group set out, after giving their gratitude to Sobe and his men and saying goodbye to the traders. The walk to the spot Ben had marked took another hour and the smokey sliver of moon was near its zenith by the time they reached it. With a quick motion from the redhead, a hovering platform formed next to the rock wall.

Ben tried not to look down as Gwen slowly made the transparent square rise. It wasn't that he didn't trust his cousin, there were few who he could rely on more, but it was more that he was unable to do anything. It was an odd feeling to be floating several feet off the ground without him having any say. He itched to change into Jetray or Big Chill or something so he could feel in control again.

Kevin and Gwen didn't seem to realize just how uncomfortable he was. They were both used to the sensation and didn't think anything of it now. Then again, they both could use their powers. His were off limits for the moment and that was probably what was scaring him the most. They were going in ready for a fight. He wasn't. He could handle himself in a fistfight, Gwen and Grandpa had both made sure of that, but the quarterstaff Sobe had given him felt sorely inadequate. Even having Brownie's mysterious powers wasn't reassuring. It was relief when the ride finally ended and he could concentrate fully on the mission.

The wind picked up and he hastily grabbed the front of his cloak to keep it shut as they crested the wall, wishing he had his jacket back no matter how dirty or ripped it was. The three teens and alien cat jumped off the floating energy and crouched on the ruff surface. IN the dark, ben could just make out the shape of a sleeping guard not far away.

Gwen closed her eyes and took a deep breath, the boys making sure not to disturb her meditation. After a minute, she motioned toward one of one the more dilapidated buildings. "In there. I can't sense anyone there. We should be fine until morning." They nodded and the redhead quickly conjured a disk of glowing mana. They quickly piled on and the ride down was faster than before.

Ben happily jumped down the last three feet and shuffled over to the nearest building's shadows. His companions easily joined him, Brownie slowly padding over to them, and he couldn't but grin. This felt way too much like a spy movie. Moving away from any of the buildings that obviously were occupied, they made their way through alleys and found the structure Gwen had pointed out. When the door refused to open, Kevin kicked it in, ignoring the glares form the cousins at the noise he made.

"Well, this is homey," the taller teen said, his tone dripping with sarcasm as he entered the room. There was a reason why no one else had decided to stay here for the night. The back of the roof had caved in and rubble littered the floor. The back wall looked like it wouldn't be long until it followed the roof. Garbage and dust covered everything and Gwen clamped a hand over her mouth to keep from screaming as a rodent look-a-like skittered across the floor. She paled as Brownie eagerly stalked after it.

"It's what we have to work with. It's just for one night anyway." Even his own words fell short to his own ears and Ben slowly scouted out a place to sleep, frowning when more of the rodents fled from Gwen's glowing hand. "You don't think they eat meat do you," he asked as he caught a glimpse of sharp incisors.

"Oh, please don't say that. I really don't want to deal with that right now." The fifteen year-old boy gladly dropped the subject.

"At least that thing is good for something," Kevin stated as they heard Brownie's growl echo through the room. "And now we won't have to feed it." The older teen stretched and yawned. "Either way, I'm going to sleep. 'Night!" He skulked away into the darkness and laid down on one of the larger slabs of rock ceiling. Gwen nodded but hesitated, picking a spot close to Kevin. Ben settled down near them, ignoring when Brownie sat by his back and started cleaning her muzzle. With a sigh, he let sleep come over him, trusting the dragon-cat to watch over them if their new roommates decided to try anything.

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Gwen blinked the sleep out of her eyes as a shaft of light landed on her face. Kevin grumbled next to her and cursed the bright sun as he moved to get up. Running her fingers through her hair, she wished she had more than just the clothes on her back. She felt disgusting after two days in the desert and then a night sleeping in an abandoned building. It was probably good that she didn't have a mirror. Something told her, it wasn't going to be pretty.

Brownie leapt up to her make-shift bed and forcefully nudged the Anodite's thigh with the tip of her nose. The small creature leapt over to where Ben had fallen asleep and padded around the bare rock. A shock of panic finished waking her up and she jumped down to the floor. "Ben? Kevin, have you seen Ben?"

"It's not my job to watch him. Why?" The ex-criminal jumped down from where he had been exploring and landed by her. Last night's conversation and Ben's strange nightmare added to her uneasiness and she felt her voice shake as she called out for her cousin again.

There was scrambling behind them, farther up on the pile of rubble, and the two teens wheeled around at the noise. Kevin subconsciously placed himself between her and the unknown threat. The noise continued and Brownie prepared to pounce. "Ben?" Someone grunted and the brunette landed on a slab of stone three yards above them.

"Sorry. I was just trying to figure out where we are." He scrambled down the loose rubble and bent down to pet the strange cat at their feet. "I think we should get to the house a little before noon if we don't get lost."

"Or something else doesn't go wrong."Gwen glared at Kevin, not happy about the reminder of how their luck usually went. Ben didn't seem to mind and just chuckled in response.

"Or that. Either way, we're inside the city now. All we need to do is make sure that we don't kicked out and we'll be fine. If we do get lost, we can just ask if anyone knows this guy, Orieus I think was his name. Just make sure we stay together. Okay?" They nodded and slowly began to check to make sure that everything was still in the packs Sobe had given them. It couldn't be later than eight o'clock according to the sun and the redhead dearly hoped that Ben was right with his estimate. She just wanted to be home, take a hot bath, and not have to worry about anything.

The streets were narrow and enclosed by buildings. Claustrophobia set over the Anodite and she inched closer to Kevin to keep the walls from closing in. He cocked an eyebrow at her, but wisely decided not to say anything, something she was grateful for. Ben lead them through the pathways, his forehead creased in concentration as he tried to turn the 2D map into a 3D one. Nevertheless, he continued to wind his way through the city, never showing a sign of hesitancy. After half and hour of walking, the streets widened and the facades on each side became more well-off and clean. More people passed them and it took all her willpower to not look suspicious. It didn't help that Kevin glared at everyone who looked their way. More than once she had to elbow him in the ribs to get him to stop.

The sun arched over them and Gwen felt her throat run dry. She ruefully glanced at the other people carrying jugs of water. What she would give for a drink, but they had little water stashed in their bags and she didn't want to waste it. She would just have to suffer in silence.

She didn't notice the increase in people until someone bumped into her as they hurried past. The streets had widened again until they were a good ten feet across but they might as well have been only one for all the room she had. Brownie slunk around her ankles and mewed in annoyance. Without thinking, Gwen bent down and picked up the animal before she was stepped on or lost in the forest of legs. "What's going on, Tennyson?" Kevin moved closer to her and grabbed her hand to keep them from getting separated in the bustling throng. Ben, who had managed to squeeze into a space a few people in front of them, looked back and shrugged. Kevin frowned and the redhead could tell he didn't like the murmuring crowd around them. "Let's go around. I don't like this."

"But it will take forever to get around this! Maybe we can just push our way through?" The brunette glanced anxiously around people's shoulders toward the other side of the square the mob was moving toward. Gwen hugged Brownie closer to her chest and couldn't help but agree with the boy at her side. Something was grating against her senses and all her instincts told her to get as far away from this place as possible.

"Ben. I really think we should listen to Kevin. Something doesn't feel..." Her warning was cut off as a scream of pain cut through the hot air and the whispering of the crowd increased, the people shifting around anticipation. The three teens turned toward the noise and before Gwen could even open her mouth, her cousin had disappeared into the crowd. "Ben!"

Kevin cursed loudly next to her and released her hand, rushing after the younger boy. "Idiot." Brownie struggled against her chest and she was forced to drop the dragon-cat. The creature landed on all fours and took off like lightening. Unable to help her own curse, the redhead shoved her way through the people between her and her boys.

"Ben! Kevin!" People cried out angrily as she pushed them out of the way. The sea of bodies suddenly dropped off and she slid to a stop on the sandy ground. A large hand wrapped around her waist and stopped her before she crossed the invisible line keeping the crowd back. She gave Kevin a grateful glance over her shoulder but he didn't see it. His eyes were focused in front of him and anger flashed across his features.

"That idiot! That overly heroic, over-righteous idiot! What does he think he's doing?" His hissed insults wormed their way into her head and she couldn't help but agree as she glanced across the open circle. Ben stood between two heavily armored guards and a dirty looking man. One look confirmed that he was ready for a battle, his back straight, feet spread apart, and quarterstaff in hand. The three citizens looked wholly confused to find a teenager suddenly in their fight, but the bigger guard quickly got over it.

"I'd watch myself, boy. You don't want to do anything stupid. Step aside so I can teach this rat to respect his betters or I'll have to include you in the lesson." The guard towered over Ben, not nearly as tall Sobe, but still a good two heads taller than the teen. His muscles bulged beneath his clothing and his dark eyes had a mean glint to them. But Ben had gone against worst without flinching, and Gwen knew the man was going to be seriously disappointed when his intimidation didn't work.

"What's he done? I seriously doubt its worth the beating you've been giving him." The teen's voice was strong and sure, the voice of a person who knew he was right and wasn't about to let anyone tell him otherwise. The large guard sneered and his beefy fingers curled in fists.

"This filth has been blaspheming the king. It's our job to teach him why he shouldn't be badmouthing the man who controls his very life and I won't have some child telling me how to do it. If you're so worried, then you can take his punishment." The beaten man staggered to his feet, rubbed blood from his lip, and glared at the soldier.

"This is between you and me, Lobin. Don't bring the lad into it because he's not afraid of you, you fat oaf. Besides, it's not blasphemy if it's true and there isn't anything more true than the fact that theso-called magnificent king is nothing more than a pompous idiot who's too absorbed in himself to see his people suffering." The crowd broke into hurried whispers and they glanced warily at the two guards and the talkative man.

"Watch your mouth or else I'll have it cut out!" The rebel just smirked at the threat and Lobin's face flushed red in indignation. "That's it!" He leapt at the man, his huge hands ready to rip him limb from limb. Gwen winced as the loud snap of wood on bone seemed to shake the air and her stomach threatened to reacquaint her with breakfast. Ben had once again placed himself between the man and the guard, the quarterstaff held out from where it had slammed into Lobin's face. The guard was sprawled on the floor, gripping his broken nose. The rebel man blinked in surprise and stared in amazement as the brunette readjusted his grip on the staff.

The other soldier launched himself at Ben and forced the teen to duck under a punch and behind him. The rod flashed out and roughly hit the man on the back of his skull and he collapsed to the ground unconscious. The crowd's attention was brought back to Lobin as he held a clay whistle to his lips and the shrill sound resounded through the city. The spectators instantly ran, trampling any who weren't fast enough to get out of their way.

Kevin ground his teeth together, the muscles in his jaw tight as steel. A quick glance confirmed that Ben hadn't moved from his position. Cursing loudly enough to be heard over the scrambling crowd, the ex-criminal grabbed his crush's hand and pulled her into the flow of the mob. They couldn't stay here. It would only lead to more trouble. He wasn't surprised when he felt her tug at him to move toward her cousin. "We can't," he hissed. "The fool decided to get involved. We can't help him now without ruining everything."

"We can't just leave him!" The pure fear in her eyes almost made his heart break, but he steeled himself against his emotions and forced her to follow him.

"We'll get him back. I promise!" With one last glance, they saw the first round of guards descend on Ben as they rounded the corner and ran through the small streets of Altwin.

* * *

**Hello! I just wanted to make one thing clear: Ben doesn't have any hidden power, Anodite or otherwise. My belief is that if he did, they would have developed already and not just come suddenly out of the blue. Even Verona said that his alien heritage hadn't given him powers. But yes, there is something wrong with him. What? You'll have to see. I hate giving things away. I just needed write this because I didn't want anyone to stop reading becuase this was going to be another one of those 'Ben gets powers' fics. It's not. And yes, Ben is a righteous idiot but we love him all the same! :)**

**So, I'm done ranting. Tell me what you think, even if its to say that I'm a talentless hack. It would be nice if you didn't but I'd like to know what you think. Thanks for takingt he time to read this. Hope you enjoyed the chapter.**


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